- Capital measures aimed at preventing any possible influence by Rasperia
- Proposal to the Annual General Meeting on 16 June 2023
- Shareholder options: distribution in cash or in the form of new shares based on a non-cash capital increase
- Austrian core shareholders support these measures and commit to exercise of the share-based option
- Capital measures are subject to various conditions and will be completed in Q1/2024 at the earliest
The Management Board of STRABAG SE will propose a set of capital measures to the Annual General Meeting to reduce the shares held by MKAO Rasperia Trading Limited from the current 27.8% to below 25% (blocking minority). Rasperia is controlled by Oleg Deripaska, who has been on the EU sanctions list since 8 April 2022. The shares of Rasperia are currently frozen as a result.
“We must do everything we can to reduce the disadvantages and risks arising from Rasperia’s shareholding and strictly prevent any influence. This is the best way to protect the company’s interests,” explains CEO Klemens Haselsteiner. “Following the decisive measures taken since March 2022, this is now the next important step on this path. These new measures also serve as a clear signal to our clients and stakeholders,” Haselsteiner says.
To achieve this planned reduction of ownership interest, the Management Board will propose several capital measures to the 19th Annual General Meeting on 16 June 2023, at the end of which there will be a conditional distribution to shareholders from the reserves of STRABAG SE. Shareholders may claim this distribution either in cash or in the form of new shares. The Austrian core shareholders – the Haselsteiner family, Raiffeisen and UNIQA – have contractually committed to exercise the share-based option. This non-cash capital increase will increase the share capital of STRABAG SE. Due to the sanctions against it, MKAO Rasperia Trading Limited does not have the right to receive new shares, which reduces the share package to below 25%.
Another step in distancing the company from Deripaska
The Management Board of STRABAG SE had already decided in March 2022 not to pay any dividends to the shareholder Rasperia. At that time, two of the company’s key markets, the UK and Canada, had already imposed sanctions against Deripaska. The Group is in the process of winding up its business in Russia, accounts for a negligible 0.3% of the output volume. At the same time, Haselsteiner Familien-Privatstiftung terminated its syndicate agreement with Rasperia, UNIQA and Raiffeisen. The Austrian shareholders have since concluded a new agreement and made a mandatory offer to the free float. The Supervisory Board member delegated by Rasperia, Thomas Bull, was removed from his position in an Extraordinary General Meeting on 5 May 2022. Bull and Rasperia have filed an action for annulment against this decision at the Klagenfurt Regional Court.
The capital measures in detail
The capital measures are to be implemented in several steps to be approved by the Annual General Meeting. As a preparatory step, a capital adjustment will be made from company funds, with committed reserves in the amount EUR 1,900,000,000.00 converted into share capital without the issue of shares. The share capital increased in this manner will then be reduced by means of an ordinary capital reduction in the amount of EUR 996,620,004.30. This amount will be transferred to free reserves. The remaining sum of EUR 903,379,995.70 from the capital adjustment will then be used to implement a capital reduction for purposes of making a conditional distribution to shareholders.
The distribution amount will be EUR 9.05 per no-par value share and will be paid in cash or, at the option of each shareholder, in new company shares. Rasperia will be excluded from this option. Only those shareholders who elect to receive a distribution from the capital reduction in the form of shares will participate in the non-cash capital increase by contributing their distribution entitlements to carry out the non-cash capital increase for which they will then receive new Company shares.
“The Management Board of STRABAG SE would be pleased if our shareholders supported the planned measures and opted for the share-based option. It certainly is not the intention of these measures to reduce the free float,” says Klemens Haselsteiner.
The subscription ratio for the non-cash capital increase will be set at 1:4 (1 new share for 4 existing shares), and the subscription price per new share will be set at EUR 36.20. The non-cash contribution to be made for the receipt of new shares thus comprises 4 distribution rights in the total nominal amount of EUR 36.20. The proposed subscription price and the subscription ratio have been established based on a business value of the Company as determined by an expert business valuation as at the valuation date of the Annual General Meeting taking into consideration an assumed distribution amount of EUR 9.05 per no-par value share entitled to distribution.
A subscription offer to the shareholders to elect a distribution in the form of shares will be published following the Annual General Meeting and registration of the resolution by the Annual General Meeting approving the non-cash capital increase with the commercial register and is expected to be submitted to the shareholders in August/September 2023.
The Austrian core shareholders, who together hold approx. 57.78% of the share capital, support these measures and have committed themselves contractually to elect for a distribution in the form of new shares.
A six-month waiting period following the registration of the capital reduction with the commercial register must be observed with regard to the distribution from the capital reduction and thus for the implementation of the non-cash capital increase to issue new shares. According to the proposed resolution, implementation of the non-cash capital increase must be registered with the commercial register no later than 31 March 2024.
Provided that all other conditions are met, the non-cash capital increase is not expected to be completed (implemented) until the first quarter of 2024. Only then a cash payment of the distribution, or distribution in the form of new shares, may be made at that same time. The Company will provide details concerning the modalities of payment in a separate communication.
However, it is possible that the measures can still fail and will not be implemented. Neither a distribution in cash nor in form of shares shall may be made if any of the applicable conditions are not satisfied at all or not on a timely basis. If the non-cash capital increase fails, there will likewise be no cash distribution to shareholders from the capital reduction.
The ordinary dividend distribution of EUR 2.00 per share for the 2022 financial year is independent of the proposed measures and is subject to a resolution of the Annual General Meeting on 27 June 2023 (dividend payment date).
This communication is a mandatory notification pursuant to Article 17 of the Market Abuse Directive (EU) No 596/2014. It constitutes neither a financial analysis nor advice or recommendation relating to financial instruments, nor an offer, solicitation, or invitation to buy or sell securities of STRABAG SE.
The dissemination of this information and an offer to purchase securities of STRABAG SE are subject to legal restrictions in various jurisdictions. Persons who receive this document are requested to inform themselves of any such restrictions. This communication does not comprise an offer of securities for sale to, or the solicitation of an offer of securities for sale by, any person in the United States, Australia, Japan or any other jurisdiction in which such offer or solicitation would be unlawful.
If an offer is made pursuant to the resolutions of the Annual General Meeting, it will be made solely on the basis of applicable provisions of European and Austrian law. Accordingly, no notices, approvals or authorisations for an offer have been or will be filed, arranged, or granted outside of Austria. Holders of securities should not expect to be protected by any investor protection laws applicable within any other jurisdiction.
Neither subscription rights to new shares nor new shares have been or will be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or with any securities regulatory authorities of any state or other jurisdiction of the United States of America. Neither subscription rights nor new shares may be offered, sold, exercised, pledged or transferred, directly or indirectly, at any time into or within the United States of America or any other jurisdiction in which it would be unlawful to do so, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act or the applicable exemption provisions of any other state and provided there is no violation of applicable securities laws of any state of the United States of America or any other country.
To the extent that this communication contains predictions, expectations or statements, estimates, opinions or forecasts about the future development of STRABAG SE (“forward-looking statements”), such forward-looking statements have been prepared on the basis of the current views and assumptions of the management of STRABAG SE. Forward-looking statements are subject to various assumptions made on the basis of current internal plans or external publicly available sources, which have not been separately verified or checked by STRABAG SE and which may prove to be inaccurate. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause results and/or developments to differ materially from those expressed or implied in this communication. In light of these circumstances, persons who receive this communication should not place undue reliance on such forward-looking statements. STRABAG SE assumes no liability or warranty for such forward-looking statements and will not modify them based on future results and developments. The views and assessments expressed by STRABAG SE in this communication may also change after publication thereof.
STRABAG SE is a European-based technology partner for construction services, a leader in innovation and financial strength. Our services span all areas of the construction industry and cover the entire construction value chain. We create added value for our clients by taking an end-to-end view of construction over the entire life cycle – from planning and design to construction, operation and facility management through to redevelopment or demolition. In all of our work, we accept responsibility for people and the environment: We are shaping the future of construction and are making significant investments in our portfolio of more than 250 innovation and 400 sustainability projects. Through the hard work and dedication of our approximately 79,000 employees, we generate an annual output volume of around € 17 billion.
Our dense network of subsidiaries in various European countries and on other continents extends our area of operation far beyond the borders of Austria and Germany. Working together with strong partners, we are pursuing a clear goal: to design, build and operate construction projects in a way that protects the climate and conserves resources.